Item 1.01 Entry Into a Material Definitive Agreement
Effective May 21, 2009, we amended the option grant agreements between us and
the directors who retired from our Board, Patrick B. Collins, J. Robert
Dickerson, Allan W. Fulkerson and Michael A. F. Roberts, to extend the
exercisability of the vested options held by such directors through the
expiration of each such option in accordance with its terms. The form of the
agreement amending the options is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Effective May 20, 2009, we amended certain option grant agreements between us
and Frank J. Bramanti to extend the exercisability of the vested options held by
Mr. Bramanti through the expiration of each such option in accordance with its
terms. The agreement amending the options is attached hereto as Exhibit 10.2 and
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements
On May 21, 2009, we amended and restated to HCC Insurance Holdings, Inc.
Nonqualified Deferred Compensation Plan for John N. Molbeck, Jr. effective as of
May 5, 2009, to increase the monthly contribution under the plan to $79,166.67.
The plan is attached hereto as Exhibit 10.3 and incorporated herein by
reference.
On May 21, 2009, Patrick B. Collins was appointed as an advisory, non-voting
member of the Board of Directors to serve a one-year term expiring at our 2010
Annual Meeting of Shareholders. Mr. Collins will serve as an ex officio member
of the Audit Committee and will receive the same compensation package as the
non-employee Directors serving on our Board.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Form of Amendment to Non-Employee Director Stock Option Agreement dated
effective as of May 21, 2009.
10.2 Amendment to Stock Option Agreements dated effective as of May 20, 2009
by and between HCC Insurance Holdings, Inc. and Frank J. Bramanti.
10.3 HCC Insurance Holdings, Inc. Nonqualified Deferred Compensation Plan for
John N. Molbeck, Jr. effective May 5, 2009.
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